Independent Accountant's Report on
                         Applying Agreed-Upon Procedures


 Providian National Bank, as Seller and Servicer
 and
 Bankers Trust Company, as Trustee

                             Providian Master Trust

We have  performed  the  procedures  enumerated  below,  which were agreed to by
Providian  National  Bank and Bankers Trust  Company,  solely to assist you with
respect to Article  III,  Sections  3.06(a)  and  3.06(b),  of the  Pooling  and
Servicing  Agreement dated as of June 1, 1993, as amended and supplemented  (the
"Agreement")  between  Providian  National  Bank,  as Seller and  Servicer,  and
Bankers  Trust  Company,  as  Trustee.  This  engagement  to  apply  agreed-upon
procedures  was  performed  in  accordance  with  standards  established  by the
American  Institute of Certified  Public  Accountants.  The  sufficiency  of the
procedures is solely the  responsibility of Providian  National Bank and Bankers
Trust Company. Consequently, we make no representation regarding the sufficiency
of the procedures  described  below either for the purpose for which this report
has been requested or for any other purpose.

Our procedures were as follows:

1.   We  inquired  of  Servicer  management  as to whether  separate  Collection
     Accounts were  maintained by the Trustee during 1998 in accordance with the
     terms of the Agreement.  We were informed that separate collection accounts
     were  maintained by the Trustee during 1998 (Article IV Section 4.02 of the
     Agreement).

2.   We selected a sample of six business days ("Selected Days") from the period
     October 1,  1997 to September 30, 1998 (March 3, March 5, March 10, July 2,
     July 8, and July 10) and performed the following (Article III Sections 3.01
     and 3.04 and Article IV Sections 4.02 and 4.03 of the Agreement):

     a.   We obtained the  corresponding  day's Transfer of Funds Notice ("TFN")
          as prepared by Providian National Bank.

     b.   We  compared  the  wire  amount  as  set  forth  in  the  TFN  to  the
          corresponding  amount in the caption  "Investor Finance Charge and Fee
          Collections"  contained in the Collection Data Report,  as prepared by
          the Servicer. No exceptions were noted.

     c.   We compared  the total  finance  charge  collections,  gross fee,  and
          principal  collections for the Selected Days to the Agent Bank Summary
          Report ("ABS"),  which is prepared by Providian  National Bank's third
          party bank card processor,  Total System Services,  Inc. ("TSYS").  No
          exceptions were noted.

     d.   We  compared  the  collection  date  for  the  days  selected  per the
          Collection Data Report to the  corresponding TFN to determine that the
          wire  transfers  occurred no later than three  business days after the
          collection date. No exceptions were noted.

     e.   For the Selected Days, we recalculated all  mathematical  calculations
          contained in the Collection Data Report. No exceptions were noted.

3.   We obtained Monthly Servicer's  Certificates and the Monthly Statements for
     all Series issued for all months from October 1997 through  September 1998.
     We noted that the Certificates  were signed by an authorized  officer,  and
     that management asserted that no Pay Out Event had occurred.

4.   For the months of October 1997 through  September  1998 for Series  1993-3,
     1995-1,  1996-1, 1997-1, 1997-2, 1997-3, 1997-4, and for the months of June
     1998 through December 1998 for Series 1998-1 we obtained Providian National
     Bank-prepared  Monthly  Statements and performed the following (Article III
     Section 3.04 and Article IV Sections 4.03 and 4.04 of the Agreement):

     a.   For the  month  of May for  Series  1993-3,  1995-1,  1996-1,  1997-1,
          1997-2, 1997-3, and 1997-4, for the month of August for Series 1993-3,
          and  the  month  of  July  for  Series  1998-1  we  recalculated   all
          mathematical  calculations in the Monthly  Statements and compared the
          related Trust activity amounts  reported in the Monthly  Statements to
          the amounts  reported in TSYS  reports,  third party  statements,  and
          reports prepared by officers and employees of Providian National Bank.
          No exceptions were noted.

     b.   We  recomputed  the  mathematical   calculation  that  determines  the
          investor and seller portions  (Article III Section 3.04 and Article IV
          Sections 4.03 and 4.04 of the Agreement). No exceptions were noted.

5.   We obtained direct  confirmation  of the Servicer's  fidelity bond coverage
     insuring  against losses through  wrongdoing of its officers and associates
     who are involved in the servicing of  receivables.  The insurer stated that
     the coverage is currently maintained and was in force throughout 1998.

6.   We  inquired of  Servicer  personnel  responsible  for  investments  in the
     Collection Account. The Servicer personnel informed us that deposits in the
     Collection  Account were invested in Eligible  Investments only, as defined
     in Article 1 of the Agreement (Article IV Section 4.02 of the Agreement).

7.   The Servicer provided us with written representation that no Pay Out Event,
     as the term is defined in the Agreement,  occurred during the twelve months
     ended  September  30,  1998 for any  series  during  its  revolving  period
     (Article IX Section 9.01).

8.   We obtained written  representation  from management of Providian  National
     Bank that,  to the best of their  knowledge,  Providian  National  Bank has
     recorded all material transactions properly relating to the Agreement,  and
     Providian  National  Bank has  complied  with all  material  aspects of the
     Agreement (Articles III and IV and Section 8.08 of the Agreement).

9.   We obtained  copies of the Annual  Servicer's  Certificate and compared the
     form of the Annual  Servicer's  Certificate  to Exhibit D of the  Agreement
     (Article III Section 3.05 of the Agreement). No exceptions were noted.

We were not  engaged to and did not perform an  examination,  the  objective  of
which would be the  expression of an opinion on the Servicer's  compliance  with
the terms and  conditions set forth in Articles III and IV and Sections 8.08 and
9.01 of the Agreement and the  applicable  provisions  of each  supplement,  the
monthly certificates for each series included in the Trust delivered pursuant to
Section  3.04(b) of the Agreement,  or on the reports  prepared by the Servicer.
Accordingly,  we do not express  such an opinion.  Had we  performed  additional
procedures  with respect to Servicer's  compliance with the terms and conditions
set forth in Articles III and IV and Sections 8.08 and 9.01 of the Agreement and
the applicable provisions of each supplement,  the monthly certificates for each
series  included  in the Trust  delivered  pursuant  to  Section  3.04(b) of the
Agreement,  or on the reports  prepared by the Servicer which were the source of
such amounts,  other  matters  might have come to our attention  that would have
been reported to you.

This report is intended solely for the use and information of Providian National
Bank and  Bankers  Trust  Company  and  should not be used by those who have not
agreed to the procedures  and taken  responsibility  for the  sufficiency of the
procedures for their purposes.

                                                  /s/ Ernst & Young LLP


March 8, 1999


 
                         Independent Accountant's Report


Board of Directors
Providian National Bank

We have examined management's assertion,  included in the accompanying Report of
Management on Master Trust Internal Controls and Pooling and Servicing Agreement
Complaince  (the  "Report"),  that its controls over the functions  performed as
servicer of the Providian Master Trust ("Trust") are effective,  during the year
ended December 31, 1998, in providing reasonable assurance that Trust assets are
safeguarded   against  loss  from  unauthorized  use  or  disposition  and  that
transactions  are executed in  accordance  with  management's  authorization  in
conformity with the Pooling and Servicing Agreement dated as of June 1, 1993, as
amended and supplemented (the "Agreement"),  between Providian National Bank, as
Seller and Servicer,  and Bankers Trust  Company,  as Trustee,  and are recorded
properly to permit the preparation of the required financial reports. Management
is responsible for Providian National Bank's controls over compliance with those
requirements.  Our  responsibility  is to express  an  opinion  on  management's
assertion based on our examination.

Our  examination  was  made in  accordance  with  standards  established  by the
American  Institute of Certified Public Accountants and,  accordingly,  included
obtaining an  understanding  of the  controls  over the  functions  performed by
Providian  National Bank as Servicer of the Trust,  testing and  evaluating  the
design and operating  effectiveness of those controls, and such other procedures
as we considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion.

Because of inherent  limitations in any controls,  errors or fraud may occur and
not be detected.  Also,  projections  of any evaluation of the controls over the
functions  performed  by  Providian  National  Bank as  Servicer of the Trust to
future  periods are subject to the risk that the controls may become  inadequate
because of  changes in  conditions,  or that the degree of  compliance  with the
controls may deteriorate.

In our opinion,  management's  assertion that it believes that,  during the year
ended December 31, 1998,  Providian  National Bank maintained  controls over the
functions  performed  as Servicer of the Trust that are  effective  in providing
reasonable  assurance  that  Trust  assets  are  safeguarded  against  loss from
unauthorized  use  or  disposition,   and  that  transactions  are  executed  in
accordance with management's  authorization in conformity with the Agreement and
the Supplements to the Agreement referred to above, and are recorded properly to
permit the preparation of the required financial  reports,  is fairly stated, in
all  materials  respects,   based  upon  the  following  criteria  specified  in
management's report:


--   Controls   provide   reasonable   assurance   that  funds   collected   are
     appropriately remitted to the Trustee in accordance with the Agreement.

--   Controls provide reasonable assurance that Trust assets are segregated from
     those assets  retained by Providian  National Bank in  accordance  with the
     Agreement.

--   Controls provide  reasonable  assurance that expenses incurred by the Trust
     are properly calculated and remitted in accordance with the Agreement.

--   Controls provide reasonable  assurance that the addition of accounts to the
     Trust are authorized in accordance with the Agreement.

--   Controls  provide  reasonable  assurance that the removals of accounts from
     the Trust are authorized in accordance with the Agreement.

--   Controls provide reasonable assurance that Trust principal collections used
     to amortize  investor's  certificates are calculated in accordance with the
     Agreement.

--   Controls provide  reasonable  assurance that Monthly Statements and Payment
     Instructions  provided to the Trustee are reviewed by  management  prior to
     delivery.

--   Controls provide  reasonable  assurance that Monthly Statements and Payment
     Instructions contain information required by the Agreement.

This report is intended solely for your information.  However,  this report is a
matter of  public  record as a result of being  included  as an  exhibit  to the
report on Form 10-K  prepared  by  Providian  National  Bank and filed  with the
Securities and Exchange  Commission on behalf of the Providian  Master Trust and
its distribution is not limited.

                                                       /s/ Ernst & Young LLP

March 8, 1999


                       
                         Independent Accountant's Report


Providian National Bank
and
Bankers Trust Company

We have examined management's assertion,  included in the accompanying Report of
Management on Master Trust Internal Controls and Pooling and Servicing Agreement
Compliance  (the  "Report"),  that  Providian  National  Bank  complied with the
relevant terms and conditions of Articles III and IV, and Sections 8.08 and 9.01
of the Pooling and  Servicing  Agreement,  as amended,  dated as of June 1, 1993
between Providian  National Bank and Bankers Trust Company (the "Agreement") and
Articles IV and V of the supplements to the Agreement relating to Series 1993-3,
Series 1995-1,  Series  1996-1,  Series  1997-1,  Series 1997-2,  Series 1997-3,
Series  1997-4,  and Series  1998-1  during the year ended  December  31,  1998.
Management is responsible for Providian  National  Bank's  compliance with those
requirements.  Our  responsibility  is to express  an  opinion  on  management's
assertion about Providian National Bank's compliance based on our examination.

Our  examination  was  made in  accordance  with  standards  established  by the
American  Institute of Certified Public Accountants and,  accordingly,  included
examining,  on a test basis, evidence about Providian National Bank's compliance
with those  requirements  and performing such other  procedures as we considered
necessary  in the  circumstances.  We believe  that our  examination  provides a
reasonable  basis for our  opinion.  Our  examination  does not  provide a legal
determination   of  Providian   National   Bank's   compliance   with  specified
requirements.
                                      
In our opinion,  management's  assertion that  Providian  National Bank complied
with  the  terms  and  conditions  of the  sections  of the  Agreement  and  the
provisions of each  supplement to the  Agreement  referred to above,  during the
year ended December 31, 1998, is fairly stated, in all material respects.

This report is intended solely for your information.  However,  this report is a
matter of  public  record as a result of being  included  as an  exhibit  to the
annual  report on Form 10-K  prepared by Providian  National Bank and filed with
the Securities and Exchange  Commission on behalf of the Providian  Master Trust
and its distribution is not limited.



March 8, 1999                               /s/ Ernst & Young